UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 7, 2014
Unique Growing Solutions, Inc.
(Exact name of registrant as specified
in its charter)
Nevada |
|
333-170118 |
|
27-2830681 |
(State of other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
100 Europa Drive, Chapel Hill,
NC 27517
(Address of principal
executive office)
(Registrant's telephone number, including
area code)
Alternative Energy & Environmental
Solutions, Inc.
(Former name, former address and former
fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Effective as of October 7, 2014 (the
“Settlement Date”), Peter Bianchi resigned as a director of Unique Growing Solutions, Inc. (f/k/a Alternative Energy
& Environmental Solutions, Inc.) (the “Company”). Mr. Bianchi’s resignation was pursuant to a Settlement
Agreement and Release (the “Settlement Agreement”), by and among the Company, Richard Johnson, and Mr. Bianchi. Mr.
Bianchi did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including
accounting or financial policies), or practices.
Pursuant to the Settlement Agreement,
effective as of the Settlement Date, Richard Johnson resigned as the Company’s sole officer and as a director of the Company.
Although Mr. Johnson and the Company did not agree on the Company’s business plan going forward, Mr. Johnson resigned as
a result of being a party to the Settlement Agreement and not as the result of any disagreement with the Company on any matter
relating to its operation, policies (including accounting or financial policies), or practices.
Pursuant to the Settlement Agreement,
Mr. Johnson received $52,000 between the dates of October 20 and October 24, 2014.
Pursuant to the Settlement Agreement,
Mr. Johnson will be returning the physical share certificates evidencing his ownership of 25 million shares of the Company’s
common stock and the Company will then instruct its transfer agent to cancel these 25 million shares.
Pursuant to the Settlement Agreement,
once the 25 million shares have been cancelled, Mr. Johnson will be receiving 100,000 shares of the Company’s common stock.
The foregoing description of the terms
of the Settlement Agreement is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1
to this Report, which is incorporated by reference herein.
Effective as of the Settlement Date,
Pete Coker, the Company’s sole remaining director, was appointed the Company’s sole officer. Mr. Coker will serve as
the President, Chief Executive Officer, Treasurer, and Chief Financial Officer of the Company.
Peter Coker, 72, is the founder
and has been a Managing Director of Tryon Capital Ventures, a Merchant Banking firm in Chapel Hill, NC since January 2004. Mr.
Coker’s role has been to consult with companies and assist them in completing their funding, doing restructurings, or getting
them public. He works with companies from the Southeastern part of the US and Asia. From January 2000 to December 2003 Mr. Coker
was the founder and Managing Director of Tryon Capital Partners, a Merchant Banking firm in Chapel Hill, NC. Mr. Coker’s
role was to consult with companies that needed to raise debt or equity and to take a position on the Board of those companies in
order to help steer them to a goal. He assisted in the Capital Restructuring of companies along with assisting in the Leveraged
Buy Out process with some entities. From January 1996 to December 1999 Mr. Coker was the Managing Director of Capital Investment
Partners, an Investment Banking Firm in Raleigh, NC. Mr. Coker’s role was to assist companies in their Capital Raise, Capital
Restructuring, Mergers and Acquisitions, Leveraged Buy Outs, and taking them to the Public Markets. From October 1979 to December
1995 Mr. Coker was the founder and Managing Director of American Asset Management Company, Inc., a Registered Investment Advisory
firm in New York City. He managed both Institutional and Individual Portfolios with full discretion. He managed over a billion
dollars with over half of that in Institutional Portfolios from the United States. Slightly less than half was from offshore investors
which were invested in Sovereign Bonds with a Currency Hedge. American Asset Management Company, Inc. managed Endowment Funds,
Taft Hartley Funds, Pension and Profit Sharing Funds, Corporate Funds, and High Net Worth Individuals.
Family Relationships
There are no family relationships between
any of the Company’s previous directors or officers and Mr. Coker.
Related Party Transactions
There are no related party transactions
reportable under Item 404(a) of Regulation S-K.
Material Plans, Contracts, or Arrangements
As of the date of this Report, there
has not been any material plan, contract or arrangement (whether or not written) to which Mr. Coker is a party in connection with
his appointment as an officer of the Company.
Material Compensatory Plans, Contracts,
or Arrangements
As of the date of this Report, there
has not been any material compensatory plan, contract or arrangement (whether or not written) to which to which Mr. Coker is a
party in connection with his appointment as an officer of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year
On August 28, 2014, the Company filed an amendment to its
Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.” A copy of the amendment
is attached as Exhibit 3.1 to this report and is incorporated by reference herein.
Item 8.01 Other Events.
The Company’s business plan will
no longer be a sales and leasing concern catering to the greenhouse agricultural industry focusing on the organic and natural food
industry as well as the emerging cannabis sector. The Company will be reverting to its previous business plan to bring to market
and license innovative new biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed
methane) from low-producing, depleted and abandoned coal mines in the U.S. Using organic stimulants to increase the availability
of natural gas, the new technology could help licensees tap a market with potential.
Coalbed methane is a clean-burning natural
gas used for heating and electricity generation. According to the U.S Geological Survey, natural gas reserves from the Powder River
Basin of Montana and Wyoming alone approach 22 trillion cubic feet (Tcf.) Between 1997 and 2007, the number of wells drilled for
natural gas extraction in this area reached 22,000. With the U.S. energy industry aggressively trying to adopt cleaner, renewable
energy sources, coalbed methane is becoming an extremely valuable fuel. Operators in the Powder River Basin area are seeking innovative
new biotechnology for the efficient and cost-effective extraction of this natural gas from coalmines that are underperforming.
The Company plans to market its biotechnology
to the 100 or so coalmine and natural gas concerns in the Power River Basin area. The business strategy is to license this innovative
solution for cost-effective and efficient coalbed methane extraction from the 50 percent or more of the existing wells that are
abandoned, depleted or under-producing. This technology can also be used on high-production wells to keep them at top capacity
for far longer.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits. The following exhibits
are filed as part of this report:
Exhibit
Number |
|
Description |
|
|
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3.1 |
|
Amendment to Articles of Incorporation, dated August 28, 2014. |
|
|
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10.1 |
|
Settlement Agreement and Release, dated October 7, 2014. |
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized
|
UNIQUE GROWING SOLUTIONS, INC. |
|
|
|
DATED: October 30, 2014 |
By: |
/s/ Pete Coker |
|
|
Pete Coker |
|
|
Sole Officer and Sole Director |
4
Exhibit 3.1
Exhibit
10.1
SETTLEMENT
AGREEMENT AND RELEASE
This
Settlement Agreement and Release (this “Agreement”) is entered into as of October 7, 2014 (the “Effective
Date”) by and between (a) Richard Johnson (“Johnson”), (b) Peter Bianchi (“Bianchi”),
and (c) Unique Growing Solutions, Inc. (formerly known as Alternative Energy and Environmental Solutions, Inc.), a Nevada corporation
(the “Company”). Collectively, Johnson, Bianchi, and the Company shall be referred to as the “Parties”
and individually each shall be referred to as a “Party”.
BACKGROUND
WHEREAS,
Johnson is a member of the Company’s Board of Directors (the “Board”);
WHEREAS,
Johnson is the Company’s sole officer;
WHEREAS,
Johnson owns 25 million shares of the Company’s common stock which amounts to control of 58% of the Company’s shares
of common stock outstanding (“Johnson’s Shares”);
WHEREAS,
Bianchi is a member of the Board;
WHEREAS,
Johnson and the Company disagree on the future direction of the Company;
WHEREAS,
Johnson would like a business he operates to be a sales and leasing concern catering to the greenhouse agricultural industry focusing
on the organic and natural food industry as well as the emerging cannabis sector;
WHEREAS,
the Company does not agree this should be the business plan of the Company; and
WHEREAS,
Johnson and Bianchi wish to separate themselves from the Company.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to
be legally bound hereby, the Parties hereby agree as follows:
AGREED
TERMS
|
1. |
Resignation
of Johnson. On the Effective Date, Johnson will submit to the Company, and the Company will accept, a letter of resignation,
in which Johnson resigns, effective immediately, as a member of the Board and as the sole officer of the Company. |
| 2. | Resignation
of Bianchi. On the Effective Date, Bianchi will submit to the Company, and the Company
will accept, a letter of resignation, in which Bianchi resigns, effective immediately,
as a member of the Board. |
|
3. |
Cancellation
of Johnson’s Shares. On the Effective Date, Johnson will return any physical share certificates evidencing Johnson’s
Shares to the Company so that the Company may cancel Johnson’s Shares. |
|
4. |
Preferred
Shares Will Not Be Issued to Johnson. Notwithstanding the terms of the employment agreement signed by Johnson and the
Company on August 1, 2014, Mr. Johnson will not be issued any shares of preferred stock once one or more Certificates of Designations,
Preferences, and Rights of Preferred Stock is filed with the State of Nevada. |
|
5. |
Two
Months’ Salary to be Paid to Johnson. The Company will pay Johnson Forty Thousand dollars ($40,000) as provided
herein. This sum represents Johnson’s salary for the two months he was the sole officer of the Company. |
|
6. |
One-Time
Consulting Fee to be Paid to Johnson. The Company will pay Johnson a one-time consulting fee of Twelve Thousand dollars ($12,000)
as provide herein. The total sum that the Company will pay to Johnson is Fifty Two Thousand dollars ($52,000) (the “Settlement
Payment”). The Settlement Payment shall be paid by wire from the Company to Johnson not later than three business days
after the Effective Date. |
|
7. |
Issuance
of 100,000 Shares of Company Stock to Johnson. Not later than three business days after the Effective Date, the Company
shall instruct its transfer agent to issue 100,000 shares of the Company’s common stock to Johnson (the “Initial
Issuance”). |
|
8. |
Issuance
of Additional 100,000 Shares of Company Stock to Johnson. In the event that the Company completes the acquisition of a
food company to which Johnson introduced the Company, the Company shall instruct its transfer agent to issue 100,000
shares of the Company’s common stock to Johnson on the date such acquisition is completed (the “Second Issuance”).
For the sake of clarity, the Second Issuance, if issued, shall be in addition to the Initial Issuance. |
| 9. | Renaming
of Company. Not later than three business days after the Company’s transfer
agent confirms to the Company that Johnson’s Shares have been cancelled, the Company
shall file a Certificate of Amendment to its Articles of Incorporation with the State
of Nevada changing its name from Unique Growing Solutions, Inc. to another name. The
Company shall notify the other Parties of the new name of the Company not later than
three business days after the Company files the Certificate of Amendment to its Articles
of Incorporation with the State of Nevada. For the sake of clarity, the filing of this
Certificate of Amendment will insure that the Company does not stop Johnson from utilizing
the name “Unique Growing Solutions, Inc.” as the name of an entity Johnson
operates in the future. |
| | |
| 10. | Stock
Purchase Agreements and Warrant Purchase Agreements Null and Void. Johnson understands that
any Stock Purchase Agreements between a shareholder of the Company and any of the following
people or entities and Warrant Purchase Agreements between a warrant holder of the Company and
any of the following people or entities, whether or not signed by one or both parties to such
Stock Purchase Agreements or Warrant Purchase Agreements, are hereby null and void: Johnson,
Artesian Ventures, Jesse F. Ortega, Chris Johnson, Blake Johnson, and Sabrina Johnson. |
| | |
| 11. | Non-Compete.
For twelve months following the Effective Date, the Company agrees to not start a new entity
that operates as a sale and leasing concern catering to the greenhouse agricultural industry
focusing on the organic and natural food industry as well as the emerging cannabis sector. |
| | |
| 12. | Restricted
Securities and Transfer Restrictions. Johnson understands that the shares of the Company’s
common stock issued pursuant to the Initial Issuance and, if applicable, the Second Issuance,
are characterized as “restricted securities” under the Securities Act of 1933, as
amended (the “Securities Act”), inasmuch as this Agreement contemplates that
the Initial Issuance and, if applicable, the Second Issuance, would be transactions not involving
a public offering. The Initial Issuance and, if applicable, the Second Issuance, are being effected
in reliance upon an exemption from registration afforded under Section 4(2) of the Securities
Act, and, as such, the shares of the Company’s common stock issued pursuant to the Initial
Issuance and, if applicable, the Second Issuance will bear a restrictive legend. Johnson acknowledges
that the shares of the Company’s common stock issued pursuant to the Initial Issuance
and, if applicable, the Second Issuance may not be resold without registration under the Securities
Act or the existence of an exemption therefrom or in a transaction not subject thereto. Johnson
represents that he is familiar with Rule 144 promulgated by the Securities and Exchange Commission
pursuant to the Securities Act, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act. |
| 13. | Taxes.
Johnson shall be solely responsible for, and is legally bound to make payment of,
any taxes determined to be due and owing (including penalties and interest related thereto)
by him to any federal, state, local, or regional taxing authority as a result of the
Settlement Payment and/or the Initial Issuance and, if applicable, the Second Issuance.
Johnson understands that the Company has not made, and it does not rely upon, any representations
regarding the tax treatment of the sums paid pursuant to this Agreement. Moreover, Johnson
agrees to indemnify and hold the Company harmless in the event that any governmental
taxing authority asserts against the Company any claim for unpaid taxes, failure to withhold
taxes, penalties, or interest based upon the payment of the Settlement Payment and/or
the Initial Issuance and, if applicable, the Second Issuance. |
| | |
| 14. | Mutual
Release. Johnson and Bianchi on behalf of themselves and all persons acting by, through,
under, or in concert with Johnson and Bianchi, and the Company, on behalf of itself,
its predecessors, successors, direct and indirect parent companies, direct and indirect
subsidiary companies, companies under common control with any of the foregoing, affiliates
and assigns, and its and their past, present, and future officers, directors, shareholders,
interest holders, members, partners, attorneys, agents, employees, managers, representatives,
assigns, and successors in interest, and all persons acting by, through, under, or in
concert with the Company, and each of them, hereby release and discharge the other Parties,
together with all persons acting by, through, under, or in concert with Johnson and Bianchi,
and together with the Company’s predecessors, successors, direct and indirect parent
companies, direct and indirect subsidiary companies, companies under common control with
any of the foregoing, affiliates and assigns and its and their past, present, and future
officers, directors, shareholders, interest holders, members, partners, attorneys, agents,
employees, managers, representatives, assigns and successors in interest, and all persons
acting by, through, under or in concert with the Company, and each of them, from all
known and unknown charges, complaints, claims, grievances, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering,
mental anguish, emotional distress, expenses (including attorneys’ fees and costs
actually incurred), and punitive damages, of any nature whatsoever, known or unknown,
which any Party has, or may have had, against any other Party, whether or not apparent
or yet to be discovered, or which may hereafter develop, for any acts or omissions related
to or arising from: |
|
| a. | The
dispute between Johnson and the Company as to Johnson wanting to operate a business as
a sales and leasing concern catering to the greenhouse agricultural industry focusing
on the organic and natural food industry as well as the emerging cannabis sector (the
“Dispute”); |
|
| | |
|
| b. | an
agreement between the Company and any other Party; |
|
| | |
|
| c. | any
other matter between the Company and any other Party; and/or |
|
| | |
|
| d. | any
claims under federal, state, or local law, rule or regulation. |
|
| | |
|
| This
Agreement resolves any claim for relief that is, or could have been alleged, no matter how characterized, including,
without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages,
liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys’
fees related to or arising from the Dispute. |
|
| | |
|
15. | No
Outstanding or Known Future Claims/Causes of Action by the Company. The Company affirms that it has
not filed with any governmental agency or courts any type of action or report against any other Party,
and currently knows of no existing act or omission by any other Party that may constitute a claim or liability
excluded from the release in paragraph 14 above. |
|
16. | No Outstanding
or Known Future Claims/Causes of Action by Johnson and Bianchi Against the Company. Johnson and Bianchi
affirm that they have not filed with any governmental agency or courts any type of action or report against
the Company, and currently knows of no existing act or omission by the Company that may constitute a claim
or liability excluded from the release in paragraph 14 above. |
|
| |
|
17. | Acknowledgment
of Settlement by the Company. The Company, as broadly described in paragraph 14 above, acknowledges
that (i) the consideration set forth in this Agreement, which includes, but is not limited to, the Settlement
Payment and the Initial Issuance and, if applicable, the Second Issuance, is in full settlement of all
claims or losses of whatsoever kind or character that they have, or may ever have had, against any other
Party, as broadly described in paragraph 14 above, including by reason of the Dispute and (ii) by signing
this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving
up forever any right to seek further monetary or other relief from any other Party, as broadly described
in paragraph 14 above, for any acts or omissions up to and including the Effective Date, including, without
limitation, the Dispute. |
|
| |
|
18. | Acknowledgment
of Settlement by Johnson and Bianchi. Johnson and Bianchi, as broadly described in paragraph 14 above,
acknowledge that (i) the consideration set forth in this Agreement, which includes, but is not limited
to, the Settlement Payment and the Initial Issuance and, if applicable, the Second Issuance, is in full
settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had,
against the Company, as broadly described in paragraph 14 above, including by reason of the Dispute and
(ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it,
they are giving up forever any right to seek further monetary or other relief from the Company, as broadly
described in paragraph 14 above, for any acts or omissions up to and including the Effective Date, including,
without limitation, the Dispute. |
|
| | |
|
19. | No
Admission of Liability. The Parties acknowledge that the payment of the Settlement Payment and the
Initial Issuance and, if applicable, the Second Issuance is not, and may not be construed as, an admission
of liability by the Company and is not to be construed as an admission that the Company engaged in any
wrongful, tortious or unlawful activity. The Company specifically disclaims and denies (a) any liability
to any other Party and (b) engaging in any wrongful, tortious or unlawful activity |
|
| |
|
20. | Non-Disparagement.
The Parties agree that, unless required to do so by legal process, Johnson and Bianchi and the Company’s
officers and directors will not make any disparaging statements or representations, either directly or
indirectly, whether orally or in writing, by word or gesture, to any person whatsoever, about any other
Party or their: |
|
| |
|
| a. | spouse,
attorneys or representatives; or |
|
| | |
|
| b. | the
Company’s affiliates, or any of its directors, officers, employees, attorneys,
agents or representatives. |
|
| | |
|
| | For
purposes of this paragraph, a disparaging statement or representation is any communication
which, if publicized to another, would cause or tend to cause the recipient of the communication
to question the business condition, integrity, competence, good character or product
quality of the person or entity to whom the communication relates. |
|
| | |
|
21. | Agreement
is Legally Binding. The Parties intend this Agreement to be legally binding upon and shall inure to
the benefit of each of them and their respective successors, assigns, executors, administrators, heirs
and estates. Moreover, the persons and entities referred to in paragraph 14 above, but not a Party, are
third-party beneficiaries of this Agreement. |
|
| | |
|
22. | Entire
Agreement. The recitals set forth at the beginning of this Agreement are incorporated by reference
and made a part of this Agreement. This Agreement constitutes the entire agreement and understanding of
the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or
oral, concerning the subject matter hereof. Furthermore, no modification of this Agreement shall be binding
unless in writing and signed by each of the parties hereto. |
|
| | |
|
23. | New
or Different Facts: No Effect. Except as provided herein, this Agreement shall be, and remain, in effect
despite any alleged breach of this Agreement or the discovery or existence of any new or additional fact,
or any fact different from that which any Party now knows or believes to be true. Notwithstanding the foregoing,
nothing in this Agreement shall be construed as, or constitute, a release of any Party’s rights to
enforce the terms of this Agreement. |
|
| |
|
24. | Interpretation.
Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid,
the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal
or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within
this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover,
this Agreement shall not be construed against any Party as the author or drafter of the Agreement. |
|
| |
|
25. | Business
Days. The term “business day” shall mean days that the New York Stock Exchange is open
for trading for three or more hours. Time periods shall be determined as if the relevant action, calculation,
or time period were occurring in New York City. |
|
| |
|
26. | Notices.
Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications
under this Agreement (each, a “Notice”) in writing and addressed to any other Party at its
address set out below (or to any other address that the receiving Party may designate from time to time in
accordance with this section). Each Party shall deliver all Notices by personal delivery, nationally recognized
overnight courier (with all fees prepaid), facsimile or e-mail (with confirmation of transmission) or certified
or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided
in this Agreement, a Notice is effective only (a) upon receipt by the receiving party and (b) if the party
giving the Notice has complied with the requirements of this paragraph 26. |
|
| | |
|
| a. | If
to Johnson: |
|
| | |
|
| |
Richard
Johnson
10777
Westheimer Road, Suite 116
Houston, TX 77042
Email
Address: rmjco13@gmail.com
|
|
| | |
|
| b. | If
to Bianchi: |
|
| | |
|
| | Peter
Bianchi
[INSERT
ADDRESS]
Email
Address: peteruus1@yahoo.com
|
|
| | |
|
| c. | If
to the Company: |
|
| | |
|
| |
[COMPANY
NAME TO BE DETERMINED AFTER FILING OF CERTIFICATE OF AMENDMENT]
100
Europa Drive
Chapel
Hill, NC 27517
Attn:
Pete Coker
Email
Address: pcoker@tryoncapital.com
With
a copy to (which copy shall not constitute notice):
Szaferman
Lakind Blumstein & Blader, PC
101
Grovers Mill Road, Suite 200
Lawrenceville,
NJ 08648
Attn:
Gregg E. Jaclin, Esq.
gjaclin@szaferman.com
|
|
| | |
|
27. | Governing
Law and Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws
of the State of Nevada without regard to principles of conflicts of laws. Any action brought by the Company
against any other Party or brought by Johnson or Bianchi against the Company concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts
located in the state of Nevada. The Parties hereby irrevocably waive any objection to jurisdiction and
venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. The Parties executing this Agreement agree to submit
to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing
Party shall be entitled to recover from any other Party its reasonable attorney’s fees and costs.
Each Party hereby irrevocably waives personal service of process and consents to process being served in
any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any other manner permitted by law. |
|
| |
|
28. | Reliance
on Own Counsel. In entering into this Agreement, the Parties acknowledge that they have relied upon
the legal advice of their respective attorneys, who are the attorneys of their own choosing, that such
terms are fully understood and voluntarily accepted by them, and that, other than the consideration set
forth herein, no promises or representations of any kind have been made to them by any other Party. The
Parties represent and acknowledge that in executing this Agreement they did not rely, and have not relied,
upon any representation or statement, whether oral or written, made by any other Party or by that other
Party’s agents, representatives or attorneys with regard to the subject matter, basis or effect of
this Agreement or otherwise. |
|
| |
|
29. | Counterparts.
This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. |
|
| |
|
30. | Authority
to Execute Agreement. By signing below, the Company warrants and represents that the person signing
this Agreement on its behalf has the authority to bind
the Company and that the Company's execution of this Agreement is not in violation
of any by-law, covenants and/or other restrictions. |
|
| | |
READ
THE FOREGOING DOCUMENT CAREFULLY. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.
IN
WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Agreement to be executed as
of the Effective Date.
|
RICHARD JOHNSON |
|
|
|
/S/ RICHARD
JOHNSON |
|
|
|
PETER BIANCHI |
|
|
|
/S/ PETER BIANCHI |
|
|
|
UNIQUE
GROWING SOLUTIONS, INC.
(formerly
known as Alternative Energy and
Environmental
Solutions, Inc.)
|
|
|
|
|
|
By: /s/ PETE COKER |
|
PETE COKER |
|
Title: Director |
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